1.1. In the Companies Act, 2013 under Section 177 read with Companies (Meetings of Board and its powers) Rules 2014 mandates every listed company or every company having borrowed loans of Rs.50 crore or more or having accepted the deposits from public shall establish a vigil mechanism for the directors and employees to report genuine concerns. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

1.2. VRL Logistics Limited has implemented a robust mechanism for identification of malpractices within the organization and the present day reporting of such ongoings is being made to the highest authorities including the Chairman himself. Due confidentiality in the matter is maintained at all times and suitable rewards are extended to such ‘whistle blowers’. Also, the Company accords due importance to the internal branch inspection function which escalates its findings to the Chairman and Managing Director. Individual function owners also have their own informal communication channels within the organizations and the Company has benefitted from these methodologies in the past. However, a formal vigil mechanism policy was not documented for information of all and now we would need to document a vigil mechanism within the organization.

1.3. In a recent communication issued to the employees, the Chairman has encouraged the employees to directly report to him any wrong doings in the Company for the overall betterment of the organization. At the same time, the employees have also been warned on desisting from resorting to such a practice to harass individuals under the garb of confidentiality. As a policy, the Company completely disregards anonymous communication and also tries to identify such individuals who resort to these practices to target others. In the recent past, there have been several instances of action being initiated on such troublemakers.

1.4. Under these circumstances, VRL Logistics Limited (VRL), being a responsible player in the industry proposes to establish a Whistle Blower (vigil) mechanism and to formulate a whistle blower policy.

2. POLICY OBJECTIVES.

2.1. A Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

2.2. Having a policy in place does not absolve individual employees from their duty of maintaining confidentiality in the course of their routine work, in tune with the demands of the situation, nor can this mechanism be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

3. SCOPE OF THE POLICY.

3.1. This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activities on account of which the interest of the Company is affected and formally reported by whistle blowers concerning individual / a cartel of employees.

4. DEFINITIONS.

4.1. “Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.

4.2. “Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with the Companies Act 2013 and rules made there under.

4.3. “Board” means the Board of Directors of the Company.

4.4. “Company” means VRL Logistics Ltd. and includes all its offices.

4.5. “Employee” means all the present employees and whole time Directors of the Company.

4.6. “Nodal Officer” means an officer of the Company nominated by the Audit Committee to receive protected disclosures from whistleblowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the whistle blower the result thereof.

4.7. “Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. However, the Protected Disclosures should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

4.8. “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

4.9. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

5.1. Protected Disclosures should be reported in writing by the complainant as soon as possible after the whistle blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or in Kannada or in any of the regional languages in prevalence at the location of the complainant.

5.2. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the whistle blower policy”. If the complaint is not super scribed and closed as mentioned above it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if it were a normal disclosure. In order to protect identity of the complainant, the nodal officer will not issue any acknowledgement to the complainant and the complainants are advised neither to write the name / address of the complainant on the envelope nor to enter into any further correspondence with the nodal officer / audit committee. The audit committee assures that in case any further clarification is required they would get in touch with the complainant.

5.3. Anonymous / Pseudonymous disclosure shall not be entertained by the Nodal Officer. Name, designation and contact number of the complainant should be written in clear legible handwriting in the said complaint.

5.4. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Nodal Officer / Chairman of Audit Committee shall detach the covering letter bearing the identity of the whistle blower and process only the Protected Disclosure.

5.5. All Protected Disclosures should be addressed to the Nodal Officer of the Company. The contact details of the Nodal Officer are as under:-

5.6. Protected Disclosure against the Nodal Officer should be addressed to the Chairman & Managing Director (CMD) of the Company and the Protected Disclosure against the CMD of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the CMD and the Chairman of the Audit Committee are as under:

5.7. On receipt of the protected disclosure the Nodal Officer / CMD / Chairman of the
Audit Committee shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action. The record will include:

a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the same subject;
d) Details of actions taken by nodal officer/ CMD for processing the complaint.
e) Findings of the Audit Committee;
f) The recommendations of the Audit Committee / other action(s).

5.8 The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

6. INVESTIGATION

6.1. All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee (AC) may investigate and may at its discretion consider involving any other Officer of the Company including Vigilance and Security Superintendent of the Company for the purposes of investigation.

6.2. The decision to conduct an investigation taken is by itself not an accusation and is to be treated as a neutral fact finding process.

6.3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

6.4. Subject(s) shall have a duty to co-operate with the audit committee or any of the Officers appointed by it in this regard to the extent that such cooperation will not compromise self incrimination protections available under the applicable laws.

6.5. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).

6.6. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report.
No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

6.7. Subject(s) have a right to be informed of the outcome of the investigations.

6.8. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the audit committee deems fit and as applicable.

7. DECISION AND REPORTING

7.1. Audit Committee along with its recommendations will report its findings to the Chairman & Managing Director through the nodal officer within 15 days of receipt of report for further action as deemed fit. In case prima facie case exists against the subject, then the Chairman & Managing Director shall forward the said report with its recommendation to the concerned disciplinary authority for further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of above decision shall be addressed to the Audit Committee, the Nodal Officer, the complainant and the subject.

7.2. In case the subject is a nodal officer of the Company, the protected disclosure shall be addressed to the Chairman & Managing Director who, after examining the protected disclosure shall forward the matter to the audit committee. The audit committee after providing an opportunity to the subject to explain his position and after completion of investigation shall submit a report along with its recommendation to the CMD. After considering the report and recommendation as aforesaid, CMD shall forward the said report with its recommendation to the concerned disciplinary authority for further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of the above decision shall be addressed to the Audit Committee, the Nodal Officer the complainant and the subject.

7.3. In case the Subject is the CMD of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the Protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

7.4. If the report of investigation is not to the satisfaction of the complainant, the complainant has been right to report the event to the appropriate legal or investigating agency.

7.5. A complainant who makes false allegations of unethical & improper practices or about wrongful conduct of the subject to the nodal officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

8. SECRECY / CONFIDENTIALITY.

8.1. The complainant, Nodal officer, Members of Audit committee, the Subject and everybody involved in the process shall:

8.1.1. Maintain confidentiality of all matters under this Policy

8.1.2. Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.

8.1.3. Not to keep the papers unattended anywhere at any time

8.1.4. Keep the electronic mails / files under password.

9. PROTECTION.

9.1. No unfair treatment will be meted out to a whistle blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure etc.

9.2. A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

9.3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the audit committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.

9.4. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

9.5. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the audit committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

10. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

10.1. The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

11. COMMUNICATION

11.1. A whistleblower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by office circular, publishing in notice board and in the web site of the company.

12. RETENTION OF DOCUMENTS.

12.1. All Protected disclosures documented along with the results of Investigation relating thereto, shall be retained by the Nodal Officer for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more. 13. ADMINISTRATION AND REVIEW OF THE POLICY.

13.1. The Chairman & Managing Director shall be responsible for the administration, interpretation, application and review of this policy. The CMD also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

14. ANNUAL AFFIRMATION

14.1. The Company shall annually affirm that it has provided protection to the complainant from unfair adverse personal action. The affirmation shall also form part of Corporate Governance report which is attached to the Annual report of the Company.